2. CONDITIONS APPLICABLE
2.1 These Conditions shall apply to all contracts for the sale of Goods by the Company to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document.
2.2 A verbally expressed acceptance will be confirmed by the Company in writing. The Contract is made to the extent set out in the confirmation of order, unless the Buyer cancels the confirmation of order forthwith and in writing.
2.3 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions. No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company.
2.4 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.5 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Company.
3. THE PRICE AND PAYMENT
3.1 The Price shall be the Company’s quoted price. The price is exclusive of VAT which shall be due at the rate ruling on the date of the Company’s invoice. Unless specified to the contrary, the price will be inclusive of normal delivery charges.
3.2 If the price is not specially agreed, then the price will be based on the Company’s current price list, valid at the point where the Contract was made, net of the Buyer’s normal purchasing discount.
3.3 Payment of the Price and VAT shall be due 30 days following the month of invoice.
3.4 The Company reserves the right to accrue interest from the date when payment becomes due from day to day until the date of payment at a rate of 2% above HSBC plc’s base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.
4. THE GOODS
The quantity and description of the Goods shall be as set out in the Company’s order confirmation.
5. WARRANTIES AND LIABILITY
5.1 The Company warrants that the Goods will at the time of delivery be of satisfactory quality within the meaning of the Sale of Goods Act 1979 and correspond to the description given by the Company. All other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the Goods and whether implied by statute or common law or otherwise are excluded.
5.2 The Buyer undertakes to examine the goods and to notify the Company forthwith in writing of any apparent defects, wrong quantity or errors in delivery. Where a defect first becomes apparent at a later point, the Buyer must notify this forthwith upon discovery. If the Buyer does not comply with this obligation, then it cannot make claims in this regard under the rights of guarantee.
5.3 Guarantees are given in respect of the quality of products supplied, their fitness for the purpose recommended and their compatibility with other components in the overall flooring construction. However, varying site conditions and methods of use influence the practical application of the products. Their success is also dependent upon the professional judgement of the user and his/her conformity to proper trade practice and compliance with relevant British Standard of installation, which are factors outside the Company’s control.
5.4 In Order to receive the Guarantee, the user shall store the adhesives as specified on the label and the product data sheet.
5.5 The installation must be carried out precisely in accordance with the instructions and recommendations published in the current Installation Guide or other technical data relevant to the floor covering and other materials.
5.6 The Company’s total liability in contract, tort or otherwise, arising in connection with the performance or contemplated performance under any Contract shall be limited to the Price. The Company shall not be liable to the Buyer for loss of profit or business in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever which arise out of the performance of or in connection with any Contract.
5.7 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or for any matter, which would be illegal for the Company to exclude, or attempt to exclude its liability.
6. DELIVERY OF THE GOODS
6.1 Orders received before 3.00 pm will normally be processed on the same day and normally delivered within 3 working days.
6.2 Orders received after 3.00pm will normally be processed the following day.
6.3 Next day deliveries: Orders received before 1.00pm will be normally processed on the same day and delivered next day (next day deliveries are subject to additional freight charges).
6.4 Special requirements, such as the need for a tail lift, should be notified at the time of the order.
6.5 Once the order is processed, confirmation will be sent to the Buyer. This should be checked by the Buyer to ensure that all details are correct. The Company should be notified immediately of any changes/corrections. Subsequent amendments to the original order will be processed as quickly as possible but these may have to be treated as a new order (which may incur additional costs, depending upon order size and delivery requirements).
6.6 Orders will only be processed for Buyers trading within agreed credit limits. The Company reserves the right to cancel orders in the event of suspected Buyer insolvency.
6.7 Trade & independent references may be sought when opening new Buyer accounts.
6.8 Delivery will normally be free of charge to mainland UK.
6.9 Charges will apply for:
I. Next day deliveries.
II. Orders below £500.00 net after discount will incur a charge of £35.00 (Uzin, Pallmann and Codex).
III. Fixed day or timed deliveries.
IV. Out of hours deliveries (before 8.00am and after 5.00pm).
V. Weekend deliveries.
VI. Deliveries to Ireland and the Channel Islands.
VII. Excessive waiting times for unloading.
6.10 For orders for WOLFF machines and tools please note the following:
Minimum order value: £250.00 net. Orders below that amount will incur a charge of £30.00.
Delivery of spare parts: For deliveries below £100.00 the Company will charge handling costs of £15.00. If the complete weight is below 1 kg the charge will be £7.50. All spare parts are not discountable.
6.11 Where possible, the Buyer will be notified of any additional charges, prior to delivery.
6.12 All deliveries must be examined upon delivery. The Buyer’s (or its carrier’s) receipt shall be conclusive evidence of delivery. Any shortages, loss or damage on delivery should be stated on the Proof of Delivery (POD) and immediately reported to the Company.
6.13 Delivery of the Goods shall be made to the address requested by the Buyer.
6.14 The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
6.15 The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, war or national emergency, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 6 months, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
6.16 Packing and loading devices, for example pallets, are made available for temporary use only and remain the property of the Company. They must be returned to our place of business, or at our discretion made available to us at an alternative location, in an undamaged condition within 30 days of the actual date of delivery. If not, then we are entitled to charge the buyer from day 31 after delivery, a daily use fee of £0.50 plus VAT per licensed unit packaging and/or loading device. The total fee payable, however, shall in no case be more than £15.00 plus VAT.
7. Returning of the Goods
Subject to the provisions of clause 6.12 and 10, after delivery of Goods supplied in accordance with the Buyers order, whether to his premises or elsewhere, the Goods may not be returned to the Company without the prior consent of an officer of the Company. In the event of giving such consent, the Goods shall be resold and all costs incurred in collecting and restoring to the original condition will be deducted from the Buyer’s credit. In the event that the Goods cannot be resold, we reserve the right to charge the cost of their disposal to the Buyer.
8. Acceptance of the Goods
8.1 The Buyer shall be deemed to have accepted Goods 24 hours after delivery to the Buyer.
8.2 After acceptance the Buyer shall not be entitled to reject Goods, which are not in accordance with the contract.
9. Title and Risk
9.1 The title of the goods supplied remain the property of the Company until the Company has received in full all sums due to it in respect of the Goods and all other sums which are or which become due to the Company from the Buyer on any account.
9.2 Risk shall pass on delivery of the Goods.
10. Remedies of the Buyer
10.1 The Buyer must give written notice of any defects in the Goods to the Company, and, if the defect is as a result of damage in transit to the Buyer, within 14 days of the time when the Buyer discovers or ought to have discovered the defect and give the Company a reasonable opportunity after receiving the notice to examine such Goods.
10.2 The Company shall not be liable for a breach of warranty if the Buyer makes further use of such Good after giving such notice or if the defect arises because the Buyer failed to follow the Company’s oral or written instructions or if the Buyer alters or repairs such Goods without the written consent of the Company.
10.3 Subject to conditions 10.1 and 10.2, the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company’s expense, return the Goods (or the defective part) to the Company.
10.4 Subject to the other provisions of these Conditions, the Company shall not be liable to the Buyer for late delivery or short delivery of the Goods.
11. Proper Law of Contract
This contract is subject to the law of England and Wales.